Posture Terms and Conditions of Service

Posture Terms of Service

Effective date: January 1, 2021

These terms and conditions of service (“Terms and Conditions”) outline the rules and regulations for the use of Posture’s Website.

Posture Inc.
Los Angeles, CA
[email protected] 

By accessing this Website we assume you accept these Terms and Conditions in full. Do not continue to use Posture’s Website if you do not accept all of the Terms and Conditions stated on this page.

The following terminology applies to Terms and Conditions: “Client”, “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. “Posture,” the “Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. The term “Website” shall refer to the website located at the domain www.postured.io, subdomains and platforms (including smartphone applications, if any) comprising the Company’s software services (its “Services”). The term “Non-Posture Application” shall refer to a third party software platform, website or other technology that may interact with the Website. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to, prevailing law of California and the courts of Los Angeles County, California. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.

Cookies
We employ the use of cookies. By using Posture’s Website you consent to the use of cookies in accordance with Posture’s privacy policy. Most of the modern-day interactive Internet uses cookies to enable retrieval of user details for each visit. Cookies are used in some areas of our site to enable the functionality of this area and ease of use for those people visiting. Some of our affiliate/advertising partners may also use cookies.

License to Use Platform on Single User Basis. After accepting these Terms and Conditions and any additional license agreements (a “License Agreement”) that Posture may require You to agree to in order to access the Website or other Posture software, you acknowledge that all licenses, rights or permissions to use Posture software are on a per-single user basis. Each licensed user of the software (a “User”) will be provided with a user name and license code that is for their exclusive use and allows them to operate the current version of the software or Website in the manner described in the License Agreement. The Software can only be operated on equipment owned or operated by the licensed users. You must request and receive written permission from Posture before you may transfer a single user license from one individual to another or from one entity to another. You may designate a certain number of additional Users in your Order Form (as defined in the Use of Services and Content section, below). Posture reserves full right, in its sole discretion, to charge additional fees at its then-current rates if it discovers that multiple users are accessing the Website or Posture software under a single-user license; the payment terms in these Terms and Conditions shall apply to those charges and fees, and the subscription terms and fees shall be assessed according to the schedule agreed upon between the Parties as it relates to the original licensed User.

Intellectual Property Ownership and Permissions
The Website and other Posture software remain the exclusive property of Posture. Any licensee which fully complies with the terms in these Terms and Conditions and any applicable license agreement may use it according to the terms of each. You must not give copies of your user name or license code to other persons or entities. You must also take reasonable steps to prevent any third party from copying your user name and license code from one of your machines without your permission. You must not attempt to reverse compile, modify, translate or disassemble the Website or any Posture software in whole or in part. You may not use a debugger or similar tool allowing you to inspect the inner workings of the Website or Posture software or technology. 

Unless otherwise stated, Posture and/or its licensors own the intellectual property rights for all material on Posture. All intellectual property rights are reserved. You may view and/or print pages from http://www.postured.io for your own personal use subject to restrictions set in these terms and conditions. You must not:

• Republish material from http://www.postured.io
• Sell, rent or sub-license material from http://www.postured.io
• Reproduce, duplicate or copy material from http://www.postured.io
• Redistribute any content from Posture (unless content is specifically made for redistribution)

Hyperlinking to our Content
The following organizations may link to our Website without prior written approval:

• Government agencies;
• Search engines;
• News organizations;
• Online directory distributors when they list us in the directory may link to our Website in the same manner as they hyperlink to the websites of other listed businesses; and
• Systemwide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Website.

These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site. 

We may consider and approve in our sole discretion other link requests from the following types of organizations:

• commonly-known consumer and/or business information sources such as Chambers of Commerce, American Automobile Association, AARP and Consumers Union;
• dot.com community sites;
• associations or other groups representing charities, including charity giving sites,
• online directory distributors;
• internet portals;
• accounting, law and consulting firms whose primary clients are businesses; and
• educational institutions and trade associations.

We will approve link requests from these organizations if we determine that: (a) the link would not reflect unfavorably on us or our accredited businesses (for example, trade associations or other organizations representing inherently suspect types of business, such as work-at-home opportunities, shall not be allowed to link); (b)the organization does not have an unsatisfactory record with us; (c) the benefit to us from the visibility associated with the hyperlink outweighs the absence of link is in the context of general resource information or is otherwise consistent with editorial content in a newsletter or similar product furthering the mission of the organization.

These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and it products or services; and (c) fits within the context of the linking party’s site.

If you are among the organizations listed in paragraph 2 above and are interested in linking to our website, you must notify us by sending an e-mail to [email protected]. Please include your name, your organization name, contact information (such as a phone number and/or e-mail address) as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URL(s) on our site to which you would like to link. Allow 2-3 weeks for a response.

Approved organizations may hyperlink to our Website as follows:

• By use of our corporate name; or
• By use of the uniform resource locator (Web address) being linked to; or
• By use of any other description of our Website or material being linked to that makes sense within the context and format of content on the linking party’s site.

No use of Posture’s logo or other artwork will be allowed for linking absent a trademark license agreement.

Iframes
Without prior approval and express written permission, you may not create frames around our Web pages or use other techniques that alter in any way the visual presentation or appearance of our Website.

Reservation of Rights
We reserve the right at any time and in its sole discretion to request that you remove all links or any particular link to our Website. You agree to immediately remove all links to our Website upon such request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuing to link to our Website, you agree to be bound to and abide by these linking terms and conditions.

Removal of Links from our Website
If you find any link on our Website or any linked Website objectionable for any reason, you may contact us about this. We will consider requests to remove links but will have no obligation to do so or to respond directly to you.

Removal of Links from our Website
If you find any link on our Website or any linked Website objectionable for any reason, you may contact us about this. We will consider requests to remove links but will have no obligation to do so or to respond directly to you.

We do not warrant the completeness or accuracy of information appearing on the Website; nor do we commit to ensuring that the Website remains available or that the material on the website is kept up to date.

Content Liability
We shall have no responsibility or liability for any content appearing on your Website. You agree to indemnify and defend us against all claims arising out of or based upon your Website. No link(s) may appear on any page on your Website or within any context containing content or materials that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third-party rights.

Provision of Purchased Services
We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable purchase order forms (“Order Forms”), (b) provide applicable Posture standard support for the Services to You at no additional charge, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advance electronic notice as provided in the Documentation), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-Posture Application, or denial of service attack.

Protection of Your Data
We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems or (b) as You expressly permit in writing. Please see our Privacy Policy, which is hereby incorporated into these Terms and Conditions.

Our Personnel
We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.

Beta Services
From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services or not in Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, Our reservation of rights and Your obligations concerning the Services, and use of any related Non-Posture Applications and Content, shall apply equally to Your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

Subscriptions
Unless otherwise provided in the applicable Order Form or other purchase documentation that We may provide to You (“Documentation”), (a) Services and access to Posture content (“Content”) are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.

Usage Limits
Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms and Documentation. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) except as set forth in an Order Form, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with “Fees and Payment for Purchased Services,” paragraph 2.

Your Responsibilities
You will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-Posture Applications with which You use Services or Content.

Usage Restrictions
You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-Posture Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-Posture Application to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service or to benchmark with a Non-Posture product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement, Documentation or Order Forms, by You or Users that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.

External-Facing Services
If You subscribe to a Service for sending electronic messages or for the creation and hosting of, or for posting content on, external-facing websites, You are solely responsible for complying with applicable law in Your use of any cookies or other tracking technologies.

Removal of Content and Non-Posture Applications
If We are required by a licensor to remove Content, or receive information that content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such content from Your systems. If We receive information that a Non-Posture Application hosted on a Service by You may violate Our External-Facing Services or applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-Posture Application or modify the Non-Posture Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-Posture Application until the potential violation is resolved.

Non-Posture Applications and Your Data
If You choose to use a Non-Posture Application with a Service, You grant Us permission to allow the Non-Posture Application and its provider to access Your Data as required for the interoperation of that Non-Posture Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by such Non-Posture Application or its provider.

Integration with Non-Posture Applications
The Services may contain features designed to interoperate with Non-Posture Applications. To use such features, You may be required to obtain access to such Non-Posture Applications from their providers, and may be required to grant Us access to Your account(s) on such Non-Posture Applications. We cannot guarantee the continued availability of such Service features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Posture Application ceases to make the Non-Posture Application available for interoperation with the corresponding Service features in a manner acceptable to Us.

Fees
You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

Invoicing and Payment
Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

Suspension of Service and Acceleration
If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

Taxes
Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible, we will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

Term of Agreement
This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.

Term of Purchased Subscriptions
The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any renewal term will increase by up to 7% above the applicable pricing in the prior term, unless We provide You notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

Termination
A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Refund or Payment upon Termination
If this Agreement is terminated by You in accordance with paragraph 3 of this Term and Termination section, We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with paragraph 3 of this Term and Termination section, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

Your Data Portability and Deletion
Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will have no obligation to maintain or provide any Your Data, and as provided in the Documentation will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.

General. You are contracting with Posture Inc., a California Corporation with the governing law of California and the courts having exclusive jurisdiction in Los Angeles, California. You should direct all notices under this Agreement to:

Posture Inc.,
6018 S. Citrus Ave
Los Angeles, CA 91604
Attn: Stacy Kirk, CEO

To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill). Nothing in this disclaimer will:

• limit or exclude our or your liability for death or personal injury resulting from negligence;
• limit or exclude our or your liability for fraud or fraudulent misrepresentation;
• limit any of our or your liabilities in any way that is not permitted under applicable law; or
• exclude any of our or your liabilities that may not be excluded under applicable law

The limitations and exclusions of liability set out in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer or in relation to the subject matter of this disclaimer, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

To the extent that the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.

Services Not Legal Advice. You acknowledge and agree that: (a) the Company is not licensed to engage in the practice of law in any jurisdiction; (b) the Company is not a law firm and does not provide legal services; (c) the Company’s personnel do not provide legal advice and are not acting as Customer’s attorneys; (d) any materials that the Company provides to You as part of the Services, including but not limited to templates, forms and assessments, are neither legal advice nor guaranteed to be accurate, complete or up-to-date; and (v) You are encouraged to seek the advice of licensed attorneys regarding any legal compliance or other legal matters arising in connection with any Services. WITHOUT LIMITING THE ABOVE, YOU HEREBY ACKNOWLEDGE THAT THE COMPANY’S SERVICES AND SOFTWARE DO NOT CONSTITUTE LEGAL ADVICE AND ARE NOT TO BE RELIED ON AS SUCH.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. 

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

Entire Agreement

These Terms and Conditions, together with any agreements referenced herein, constitutes the sole agreement between the parties as to the matters referenced. Any other prior agreements or understandings, whether oral or written, are hereby superseded and nullified.

Surviving Provisions
The sections titled “Fees and Payment,” “Intellectual Property Ownership and Provisions,” “Disclaimer,” “Indemnification,” “Limitation on Liability,” “Refund or Payment upon Termination,” “Your Data Portability and Deletion,” “Removal of Content and Non-Posture Applications,” and “Surviving Provisions” will survive any termination or expiration of this Agreement.